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                                                                EXHIBIT 10.24.1

                                PROMISSORY NOTE

$2,000,000                                               Oklahoma City, Oklahoma
                                                                    May 29, 2001


     FOR VALUE RECEIVED, the undersigned, LOGIX COMMUNICATIONS CORPORATION (the
"Borrower") on or before June 30, 2003, hereby unconditionally promises to pay
to the order of LOGIX COMMUNICATIONS ENTERPRISES, INC. (the "Lender") at 14201
Wireless Way, Oklahoma City, Oklahoma, 73134, in lawful money of the United
States of America, the principal sum of Two Million and no/100 Dollars
($2,000,000), or so much thereof as shall remain unpaid, together with interest
thereon as hereinafter provided.

     Interest from the date hereof on the unpaid principal balance of this
Promissory Note ("Note") shall accrue and be due and payable quarterly,
commencing on the 30th day of September, 2001, and on the last day of each
December, March, June and September thereafter and at maturity. All payments
made under this Note shall be made to the Lender by 12 noon central time, and
applied first to the interest then accrued and then to the reduction of the
unpaid principal balance hereof.

     The unpaid principal balance hereof outstanding from time to time shall
bear interest (computed on the basis of 360 days in the year), at a rate per
annum which shall from day-to-day be equal to the lesser of: (i) two percent
(2.0%) in excess of the Prime Rate, or (ii) the Maximum Rate. Each change in the
rate charged hereunder, subject to the terms hereof, becomes effective without
notice to the Borrower, upon the effective date of each change in Prime Rate, or
the Maximum Rate, as the case may be. As used herein, the term "Maximum Rate"
means the maximum rate of interest from time-to-time which the Lender is allowed
to contract for, charge for, take, reserve or receive under applicable law,
after taking into account, to the extent required by applicable law, any and all
relevant payments or charges hereunder and the term "Prime Rate" shall mean the
highest rate of interest expressed as a percentage as published from time to
time as the "Prime Rate" in the "Money Rates" section of THE WALL STREET
JOURNAL, SOUTHWEST EDITION. Each determination by Lender of an interest rate or
an amount of interest that is due and payable by Borrower shall be conclusive
and binding on Borrower absent manifest error.

     Any sum not paid when due shall bear interest from the date of default at
the rate equal to fourteen percent (14%) per annum, accrued from the date of
default until paid. During the existence of any default, the Lender may apply
payments received on any amount due hereunder or under the terms of any
instrument now or hereafter evidencing or securing the indebtedness evidenced by
this Note as the Lender may determine.

     The Borrower agrees that if, and as often as, this Note is placed in the
hands of an attorney for collection or to defend or enforce any of the Lender's
rights hereunder or under any instrument securing payment of this Note, the
Borrower will pay to the holder hereof its attorney's fees and all court costs
and other expenses incurred in connection therewith.


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     This Note is secured by a Security Agreement (the "Security Agreement")
dated as of May 29, 2001 executed by Borrower in favor of Lender, covering
assets of Borrower. This Note and such Security Agreement will be referred to
herein as the "Loan Documents."

     The terms, provisions and conditions of the Loan Documents are incorporated
herein by reference as if set forth in full herein, provided that, in the event
of any ambiguity as between the Note and the Loan Documents, this Note shall
control.

     Upon the breach of any provision of the Loan Documents, or any other
instrument securing payment of this Note, or an Event of Default as defined in
the Security Agreement, at the option of the Lender, following any notice and/or
grace period set forth in the Loan Documents the entire unpaid indebtedness
evidenced by this Note will become due, payable and collectable immediately or
at such time thereafter as the Lender hereof may elect. Notice of the exercise
of such option is hereby expressly waived. Failure of the Lender hereof to
exercise such option will not constitute a waiver of the right to exercise the
same.

     This Note is given by Borrower and accepted by Lender hereof pursuant to
the lending transaction contracted, negotiated, consummated and to be performed
in Oklahoma City, Oklahoma County, Oklahoma, and this Note is to be construed
according to the laws of the State of Oklahoma. All loan proceeds advanced and
to be advanced under this Note are solely for a business purpose.

     Regardless of any provision contained herein or in any of the Loan
Documents, the Lender shall never be entitled to receive, collect or apply as
interest on this Note, any amount in excess of the Maximum Rate, and, in the
event Lender ever receives, collects or applies as interest any such excess,
such amount which would be excessive interest shall be deemed a partial
prepayment of the principal and treated hereunder as such; and, if the total
outstanding principal is paid in full, any remaining excess shall forthwith be
paid to the Borrower. In determining whether or not the interest paid or payable
under any specific contingency, exceeds the Maximum Rate, Borrower and holder
hereof shall, to the maximum extent permitted under applicable law: (i)
characterize any non-principal payment as an expense, fee or premium rather than
as interest, (ii) exclude voluntary prepayments and the effects thereof, and
(iii) amortize, prorate, allocate and spread, in equal parts, the total amount
of interest throughout the entire contemplated term hereof. If the indebtedness
evidence hereby is paid and performed in full prior to the end of the
contemplated term hereof, and if the interest received for the actual period of
existence hereof exceeds the Maximum Rate, Lender shall refund to Borrower the
amount of such excess, and, in such event, Lender shall not be subject to any
penalties provided by any laws for contracting for, charging, taking, reserving
or receiving interest in excess of the Maximum Rate.

     The Borrower may prepay the indebtedness evidenced hereby in whole or in
part without penalty. The aggregate unpaid principal of all advances under this
Note shall be the principal amount owing and unpaid on this Note, and all
amounts outstanding on this Note shall be determined solely from the records of
the Lender. Borrower acknowledges that the sum of $2,000,000.00 was advanced to
the Borrower by Lender on the 29th day of May, 2001, which sum constitutes an
advance of principal under the terms of this Note and which sums shall bear


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interest in accordance with this Note accrued from the date of such advanced,
notwithstanding the date of this Note.

     The makers, endorsers, sureties, guarantors and all persons who may become
liable for all or any part of this obligation severally waive presentment for
payment, protest and notice of nonpayment. Said parties consent to any extension
of time (whether one or more) of payment hereof, any renewal (whether one or
more) hereof, release of all or any part of the security for the payment hereof,
release of any party liable for the payment of this obligation, acceptance of
additional collateral or security or guarantor for the payment of this
obligation, or any amendment or modification thereto. Any such extension,
renewal, release, acceptance, amendment or modification may be made without note
to any such party and without discharging said party's liability hereunder.

     The Lender and Borrower hereof recognize that because their domiciles may
differ, they might agree to the laws of various states to apply to the
interpretation and execution of this Note, and for simplicity and certainty, the
parties hereto agree that this Note shall be deemed to have been made, executed
and delivered in the State of Oklahoma, and the rights and liabilities of the
parties hereto shall be determined in accordance with the laws of the State of
Oklahoma except with respect to procedural laws of the situs state governing the
foreclosure of the Mortgage.

     The acceptance of this Note by Lender shall not constitute a commitment by
Lender to make advances hereunder. Advances will be made at Lender's sole
discretion.

     IN WITNESS WHEREOF, the undersigned Borrower has executed this Promissory
Note this 28th day of June, 2001, effective as of May 29, 2001.


BORROWER:                               LOGIX COMMUNICATIONS
                                        CORPORATION, an Oklahoma corporation


                                        /s/ Craig T. Sheetz
                                        ---------------------------
                                        Craig T. Sheetz
                                        President and Chief Executive Officer



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                     ALLONGE ENDORSEMENT TO PROMISSORY NOTE

             ENDORSEMENT OF $2,000,000 PROMISSORY NOTE DATED AS OF
             MAY 29, 2001 MADE BY LOGIX COMMUNICATIONS CORPORATION


     Pay to the order of Dobson CC Limited Partnership, an Oklahoma limited
partnership, without recourse.


                                        LOGIX COMMUNICATIONS
                                        CORPORATION, an Oklahoma corporation


                                        /s/ Craig T. Sheetz
                                        ---------------------------
                                        Craig T. Sheetz
                                        President and Chief Executive Officer


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